In
his dressing room following the first act of Horace's London show, Jerry
is disconsolate:
"Women do strange things sometimes, don't they?..." A telegram
that was sent to Horace from Madge in Italy reveals Dale's destination and
whereabouts, and ironically reveals that Madge had invited both Dale and
Jerry to Italy to introduce them to each other. Horace paraphrases the telegram's
contents to Jerry:

All kinds of good wishes for our success. Sorry that we can't fly
down to Italy after the performance to meet her new friend. Says her little
friend is in London, staying at my hotel. Her name is Tremont.

Overjoyed, Jerry ecstatically demands that Horace charter a plane to take
them to Venice for the weekend so that he can follow Dale's flight.

Exuberant, Jerry sprints toward the stage and performs the
second act of the London show - the quintessential tuxedo-clad dance and
title song "Top
Hat, White Tie, and Tails." This routine is the centerpiece of the film's
dance numbers - a solo performance and famous Astaire classic, backed by
a top-hatted, tuxedoed, male chorus. Jerry rushes on stage, still carrying
the telegram in his hand.

The stylish backdrop for the number is suggestive of a Parisian street with
the Eiffel Tower in the background. The chorus struts and lunges back and
forth, and then separates in two for Jerry, who makes his way forward to the
front of the stage. The chorus closes behind him as he begins the title song
by reading the telegram invitation to a formal party, pretending it is a prop
for his number:

I've just got an invitation through the mail.
Your presence requested this evening is formal
Top hat, white tie, and tails.

He acts out dressing for the formal affair, putting on his top hat, straightening
his white tie, and brushing off his tuxedo tails, as the chorus line of top-hatted
men behind him stands at a slight angle watching him:

Oh I'm puttin' on my top hat
Tyin' up my white tie
Brushin' off my tails...
I'm steppin' out, my dear
To breathe an atmosphere
That simply reeks with class
And I trust
That you'll excuse my dust
When I step on the gas

Jerry and the chorus pace to one side, and then to the other. When they
pause behind him, he lets go a tap dance barrage, whirls, and then waits for
the chorus to repeat the movement. Then, the chorus disappears from the stage
in three directions (to the rear and two sides), leaving him to solo tap dance
with his tapping cane, circling around it, and using it in creative gestures
and moves. The music slows and stops, and the lights are lowered. Suddenly,
he becomes a lonely man threatened by his strange and darkened, shadowy environment.
He expresses many different emotions and feelings, snapping from one to another:
friendliness, wariness, startled surprise, crouching to express readiness
in the presence of menace, confidence.

On the horizon behind him, the chorus reappears. Methodically, he uses his
cane as a weapon - a gun - and his taps represent gun blasts. He mimes shooting
at them - first singly, then in groups of two's and three's, then in machine
gun bursts of fire. He also fires in various poses - from the front, from
behind his neck, while turning, and over his shoulder. The final dancer/target
dodges his bullets, so he resorts to using his cane as an invisible bow and
arrow to finish it off. The tap dance ends on one final barrage of twirling
taps, a quick lunge at the audience, and a closing curtain.

The clever transition dissolves from this scene to the next
with the orchestra's reprise of the title song. The Lido in Venice is gleaming
and shimmering, a glowing white set of Art Deco structures, white gondolas,
islands, arched bridges and winding canals. There, Dale tells Madge about
the flirtatious attentions of the man she presumes is Madge's own husband.
Madge assures Dale that "Horace's" attentions to her mean nothing - "Horace flirts with every
attractive girl he meets. It doesn't mean anything." Of course, a calmly
amused Madge doesn't realize that Dale is speaking about Jerry.

When Jerry sees Madge upon arrival in Venice, she asks: "How did Dale strike
you?" He replies, tongue in cheek: "Right between the eyes." With Madge's
approval, Dale decides to frighten "Horace" (Jerry) into marital responsibility:
"I'll make him remember me in a manner he'll never forget."

Dale: Madge, have you any objections if I scare your husband so
that he'll never look at another woman?
Madge: Dale, no husband is ever too scared to look.

Dale goes to Horace's/Jerry's shared room and kisses him,
inventing a story about their past affair a year earlier in Paris. Jerry
has no idea what she is talking about, but plays along with a bewildered
look on his face. When Dale reports back to Madge on her conversation,
Madge wonders about her husband:
"I wonder if you've seen something in Horace that I've never seen."

Meeting for dinner, Jerry is once again face to face with Dale. Matchmaker
Madge encourages them to dance together. The theme of mistaken-identities
is played to the fullest:

Madge: You've robbed me of the pleasure of introducing you two.
You've already met.
Jerry: Oh yes we've met. Last spring.
Madge: Well I hope you see a lot of each other. (She winks at Dale).
Jerry: You know, Madge is a most understanding person. She seems to know instinctively
the kind of girl that interests me. I don't know what I'd do without her.
Madge (mischeviously): Aw, that's sweet of you darling. But you two run along
and dance and don't give me another thought.
Dale: That's what I'm afraid of. (While dancing) I think Madge is a very brave
person.
Jerry: Yes, I have a tremendous admiration for her.
Dale (amazed and confused): Well, if Madge doesn't care, I certainly don't.
Jerry: Neither do I. All I know is that it's Heaven, I'm in Heaven.

Jerry breaks into song mid-sentence, and their dance together
is probably their most memorable dance of all time - and probably their
most famous romantic duet as well - "Cheek to Cheek":

Heaven, I'm in Heaven.
And my heart beats so that I can hardly speak.
And I seem to find the happiness I seek.
When we're out together dancing, Cheek to Cheek...

First, they dance in the company of others on a crowded dance floor and
then dance/drift across a bridge to a deserted, circular ballroom area and
all alone in a dreamlike setting perform a romantic dance together. Dale's
gown, ice-blue satin covered with ostrich feathers, sheds as they whirl around.
[This gown was the most famous of all Rogers' dance dresses - the shedding
of the feathers in this scene was the source of the rumored hostility and
rivalry between the two dancers.]

Beautifully, they stretch out an arm to each other (his left,
her right), leading to her twirling spin into him. Briefly, they repeat
their earlier tap-dancing routine from the bandstand, performing side by
side. Several times she bends deeply backwards in his arms during their
choreographed dance, surrending to his seductive, luring attraction. Mixed
with standard ballroom dance positions, they also leap and turn boldly,
separate, spin, and then return "cheek to
cheek." After a climactic ending with a full orchestral burst, the dance
ends as they come to rest against a terrace wall - as if they have just made
love. They affectionately gaze at each other, while Jerry slowly twiddles
his thumbs.

Obviously in love, but remembering who she is dancing with, Dale is perplexed
because she has fallen in love with a man she believes is the husband of her
best friend. There appears to be no possibility for their relationship to
work out and her common sense reasserts itself. On a balcony, Jerry proposes
to her, causing her to express her frustration:

Dale: I'm afraid I haven't been quite fair with you. You see, I
know who you are.
Jerry: What difference does that make?
Dale: Oh, so that doesn't make any difference?
Jerry: No. Why should it? I don't know who you are. And I don't care.
Dale: Well, that's big of you. Well...
Jerry: Well what?
Dale: Aren't you now supposed to say, 'We should think only of what we mean
to each other. That we're entitled to live our own lives.'
Jerry: I don't think I'd say it that way exactly. Well, aren't we?
Dale: Go on.
Jerry: If it weren't for a promise I made in a moment of weakness, I would
go on.
Dale: Oh, you made a promise. Well, that shouldn't make much difference to
you.
Jerry: That's right. Forget it. Marry me.
Dale: How could I have fallen in love with anyone as low as you?

She slaps him a second time and stomps off. He interprets her reaction toward
him:

She loves me.

Under the circumstances, Dale believes she must leave. But
Madge advises her: "Here or there. As long as you remain a spinster, you're fair game for
any philandering male. You know, uh, what you should really have is a husband
you can call your own. Seriously, I mean it." But then, there is another way
out from her dilemma. "All mixed up," she impulsively decides to marry her
preening dress designer Alberto Beddini after he proposes and suggests: "Why
not? I'm rich and I'm pretty, and then Mr. Hardwick will leave you alone."
Eavesdropping Bates hears their plan and follows them.

Soon, Jerry finds out that Dale has married Beddini, and
that Dale has been
"mistaking me for Horace all this time." He decides to break up
her marriage before it is truly consummated:

All is fair in love and war, and this is revolution!

When the newly-married couple move into Horace's/Jerry's
bridal suite and Jerry and Horace are told they must vacate, Jerry insists
that the room is his, and he produces his room key to prove it. Beddini
angrily threatens if Jerry returns: "If he returns, I will keel heem." He
also proclaims a motto from the House of Beddini, and brandishes a fencing
foil:

For thee woman thee keess
For thee man, thee sword.

[The lines, changed after censorship from the Hays Office, originally read:
'For the man the sword, for the woman the whip.']

Then, Jerry tap dances in the room above the bridal suite to disturb Beddini.
When Beddini leaves the suite to challenge Jerry, Jerry sneaks down to find
Dale alone in the bridal suite and persuades her to take a gondola ride with
him, so that he can explain to her the complicated mess of mistaken identities
and bring reconciliation. Dale is contrite, but upset because she believes
she is now locked into a marriage to Beddini. When Bates reports that Jerry
has kidnapped Dale, and they are drifting out to sea in a gondola, Horace,
Madge, and Beddini pursue them in a motorboat, but while giving chase, they
run out of petrol (deliberately removed by Bates so that they will be stranded.)

At the hotel that evening, Jerry and Dale share a champagne dinner together,
with Jerry taking the place of Dale's groom:

Dale: I still feel a little guilty being here with you while Alberto's
out looking for us.
Jerry: Come on. Let's eat, drink, and be merry, for tomorrow, we have to face
them.

They watch a brief parade of white gondolas on the water
while dining. The gondolas are followed by a troupe of dancing chorus singers,
performing "The
Piccolino." The production number, filmed in one take, is composed of staged
ballroom routines, sometimes top-photographed to provide patterned images
reminiscent of Busby Berkeley films. The camera returns to their table, where
Dale sings the song's lyrics to Jerry. Part of "The Piccolino" dance
uses the waist-sashes of the dancers as props. ['The Piccolino' is similar
to both The Gay Divorcee's 'The Continental' and Flying Down to Rio's
'Carioca.']

Photographed at first from the waist down, Dale and Jerry bound down the
steps, and skip to the dance floor, becoming the centerpiece of a two-minute
dance, filmed in one take. Following their dance, they move sideways back
to their table, drop into their chairs, raise their champagne glasses and
clink them together in a silent toast to each other.

The conclusion of the film, a final confrontation in the
bridal suite, untangles the complications of the plot. It is revealed that
Beddini and Dale have had an illegal marriage - they were married by Horace's
disguised "invaluable
manservant" Bates who posed as a clergyman. Jerry asks Beddini a pointed
question in the final dialogue of the film:

Well, well, well, Mr. Beddini, what are you doing in this young
lady's room?

Jerry and Dale finally have their own chance at romance.
The couple, dressed for going out on the town, conclude the film by stepping
down from a footbridge and performing a duet - a short reprise of "The Piccolino." Then,
they whirl away to the right of the frame into the distance as the film
fades to black.